This Confidentiality Agreement (the “Agreement”) is made by and between NTL OF NYC LLC. , with its principal place of business at 3811 Ditmars Blvd NT 11105 and the “Independent Contractor” .

WHEREAS, the Company may disclose certain confidential information to the Contractor in connection with the Contractor’s services to the Company; and

WHEREAS, the Contractor agrees to keep such confidential information confidential and not to disclose such information to any third party without the prior written consent of the Company;

NOW, THEREFORE, in consideration of the mutual promises and covenants set forth herein, the parties agree as follows:

Definition of Confidential Information. “Confidential Information” shall mean all information, including without limitation, technical, business, financial, and other proprietary information, of the Company that is disclosed to the Contractor, whether in writing, orally, or by observation, and which is not generally available to the public.

Non-Disclosure Obligations. The Contractor shall not use any Confidential Information for any purpose other than in connection with the services provided to the Company under the terms of the agreement between the Company and the Contractor. The Contractor shall not disclose any Confidential Information to any third party without the prior written consent of the Company. The Contractor shall take all necessary and reasonable steps to protect the confidentiality of the Confidential Information.

Exceptions. The Contractor’s obligations under this Agreement shall not apply to Confidential Information that: (a) is or becomes generally available to the public through no fault of the Contractor; (b) was already known by the Contractor at the time of disclosure, as evidenced by the Contractor’s written records; (c) is independently developed by the Contractor without reference to or use of the Confidential Information; or (d) is required to be disclosed by law or a court of competent jurisdiction, provided that the Contractor gives the Company prompt written notice of such requirement prior to disclosure, and cooperates with the Company to seek a protective order or other appropriate remedy.

Return of Confidential Information. Upon request by the Company or upon termination of the agreement between the Company and the Contractor, the Contractor shall immediately return to the Company all Confidential Information, and any copies thereof, in the Contractor’s possession or control.

Ownership of Confidential Information. All Confidential Information shall remain the exclusive property of the Company. Nothing in this Agreement shall be construed as granting to the Contractor any rights or interest, whether express or implied, in the Confidential Information.

No Warranty. The Contractor acknowledges and agrees that the Confidential Information is provided “as is,” without any warranty, express or implied, including without limitation, the implied warranties of merchantability and fitness for a particular purpose.

Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of [Your State], without giving effect to any principles of conflicts of law.

Entire Agreement. This Agreement constitutes the entire agreement between the parties and supersedes all prior negotiations, understandings, and agreements between the parties, whether written or oral. This Agreement may not be amended or modified except in writing signed by both parties.

Successors and Assigns. This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns.

Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.

IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first above written.